Ethical Management

Creating a Sustainable Growth Model

As a benchmark in Taiwan’s listed department store industry, FEDS never stops moving forward with the times, creating innovative department store formats to meet the comprehensive consumption choices of every generation of consumers, building wonderful shopping experiences for consumers. While pursuing steady company growth, FEDS regards “feedback” as the basic value of company sustainable management, utilizing department store channel resources and advantages to care for environmental protection and public welfare, contributing forces to the positive transformation of this land. We aim to create a “win-win-win” sustainable growth model for the economy, environment, and society, leading the department store industry into a new era of sustainable development.

Enriching Customer Experience

Improving Corporate Profitability

Promoting Communication and Exchange

Engaging in Public Welfare

Building a Happy Workplace

Implementation of Ethical Management

FEDS operates on the principle of integrity, establishing policies based on integrity to promote good corporate governance and risk management mechanisms. FEDS has formulated regulations such as the “Ethical Business Guidelines,” “Code of Ethical Conduct,” “Ethical Business Procedures and Behavioral Guidelines,”, serving as standards for the ethical behavior of all employees. Reporting any illegal or unethical behavior is encouraged. Annual internal control self-assessments are conducted to implement early warning mechanisms, requiring all units to evaluate whether business practices align with the company’s integrity and ethical values. In 2024, no significant corruption risks violating laws were identified.

Applicable Parties
  • The company, subsidiaries, group organizations or businesses with direct or indirect donations exceeding 50% of the total funds accumulated.
Promotions
  • Company website and electronic bulletins
  • Internal meetings and training
  • Group publications
Education and Training
  • A total of 1,775 hours of training were conducted, with 2,193 individuals completing it, representing an increase of 114% in the number of participants.
Communication Channels
  • If any violations are found, they may be reported to the Audit Committee, management, corporate governance officer, HR department, or other appropriate supervisor.
Regular Audits
  • Department managers conduct regular reviews to manage operations, ensuring integrity and minimizing the risk of corruption.
Procedures
  • Any risk of dishonest conduct shall be reported in accordance with the procedures.
  • The case shall be handled confidentially to fully protect the whistleblower.
  • The relevant units are responsible for proposing measures to prevent this conduct from recurring.

Enhancing Governance Standards

In 2024, FEDS continued to enhance corporate governance standards by revising the “Board Meeting Rules,” “Audit Committee Organizational Charter,” “Financial Business Operations Norms for Related Parties,” and establishing the “Sustainability Report Compilation and Assurance Procedures” and “Risk Management Policy,” making the company’s management operations and corporate operating mechanisms more comprehensive, while also protecting shareholders’ rights and balancing the interests of other stakeholders. In the future, we will continue to comply with various guidelines and regulations issued by government regulatory authorities, implementing and promoting corporate governance to ensure the steady development of governance mechanisms.

Promoting Corporate Governance Actively

Since 2019, FEDS has established a “Corporate Governance Officer” to supervise and execute the corporate governance business. The Corporate Governance Officer has completed 12 hours of training in 2023. The main duties and implementation status in 2023 are as follows:

  • The agenda of the Board of Directors was notified to the directors 7 days in advance, and the minutes was completed within 20 days after the meeting.

  • To handle shareholders’ meetings, and prepare meeting notices, meeting handbooks, minutes, etc.

  • To formulate the annual training plan for directors and assist in arranging 5 courses.

  • To confirm that the meetings of the Board of Directors and the shareholders’ meeting were convened in accordance with the requirements of Corporate Governance Principles.

  • To announced 46 major company messages in both Chinese and English respectively and review the legality and correctness of the content.

  • To arrange 4 communication meetings between independent directors, audit officers and CPAs.

Enhancing Information Transparency

FEDS has both Chinese and English websites, ESG sustainability website, which disclose complete revenue information of the financial reports, corporate governance, corporate sustainable development. FEDS also has a spokesperson and acting spokesperson system, and holds investor conference and releases public information from time to time to maintain constant communication with stakeholders. The Company also has assigned a dedicated person responsible for the disclosure of major information in the “Market Observation Post System”, which effectively increase the transparency of information.

Enhancing Information Transparency

FEDS maintains both Chinese and English websites, as well as a dedicated ESG sustainability website, which disclose complete financial information including revenue data, corporate governance, and corporate sustainable development details. FEDS has also established and implemented a spokesperson and deputy spokesperson system, and holds investor conferences and releases public information from time to time to maintain constant communication with stakeholders. The Company has assigned dedicated personnel responsible for collecting company information and disclosing material information through the “Market Observation Post System”, which effectively increases information transparency and enhances corporate governance quality.

Actively Promoting Corporate Governance

Since 2019, FEDS has established a Corporate Governance Officer to assist in promoting corporate governance affairs and enhancing governance mechanisms. The main responsibilities include:

  1. Handling matters related to board and shareholder meetings in accordance with the law
  2. Preparing minutes of board and shareholder meetings
  3. Assisting directors with their appointment and continuing education
  4. Providing directors with necessary information to carry out their duties
  5. Assisting directors in compliance with laws and regulations
  6. Reporting to the board on the review results regarding whether independent directors’ qualifications comply with relevant laws and regulations during nomination, appointment, and tenure
  7. Handling matters related to changes in directors
  8. Other matters stipulated in the company’s articles of association or contracts

Main Implementation Results of Corporate Governance

Enhancing the Functions of the Board of Directors

  • The number of independent directors equals one-third of the total directors
  • At least 1 female director
  • Implementing the disclosure of Board diversity information
  • Buying liability insurance for directors and important staff
  • The number of training hours for directors complies with legal requirements
  • Quarterly financial statements are approved by the Audit Committee

Improving Information Transparency

  • Referencing international sustainability standards to enhance the quality of sustainability information
  • Improving the audit quality of financial reports and promoting the Audit Quality Indicators (AQI)
  • Releasing the financial information of the previous year within 75 days after the end of the year
  • Releasing the operating performance of the previous month before the 10th day of each month
  • Setting up the "Investor Section" on the Company's website to disclose corporate governance information
  • Setting up the "ESG Sustainability Section" on the Company's website to disclose ESG information

Facilitating Communication with Stakeholders

  • Uploading the handbook of shareholders’ meeting and other materials 30 days before the shareholders’ meeting
  • Uploading the Company’s Chinese annual report 18 days before the shareholders’ meeting
  • Uploading the Company’s English annual report 16 days before the shareholders’ meeting
  • Adopting electronic voting system to strengthen shareholder activism
  • Announcing in advance the voting result of the proposals submitted to the shareholders’ meeting
  • Expanding shareholder participation by holding physical and video shareholders' meetings

Deepening the Sustainable Governance Culture

  • Establishing the Corporate Sustainability Committee to promote the sustainable development
  • Setting up corporate sustainability image wall and internalizing sustainability thinking
  • Participating in international corporate social responsibility and sustainability summits to acquire new knowledge in sustainability
  • Promoting the diversified gender composition of directors

Related Information

Corporate Governance Principles

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Code of Ethics

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Meeting Rules of Board of Directors

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Best Practice Principles of Ethical Corporate Management

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Audit Committee Charter

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Sustainability Principles

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